Symantec 2011 Annual Report Download - page 26

(8) In fiscal years 2011, 2010 and 2009, there were no stock option grants to any person who served as a non-
employee director. The outstanding stock options held by each non-employee director at 2011 fiscal year-end
were: Mr. Brown (175,630), Mr. Coleman (100,000), Mr. Mahoney (106,000), Mr. Miller (148,000), Mr. Schul-
man (61,000), and Mr. Unruh (180,630).
The policy of the Board is that compensation for independent directors should be a mix of cash and equity-
based compensation. Symantec does not pay employee directors for Board service in addition to their regular
employee compensation. Independent directors may not receive consulting, advisory or other compensatory fees
from the Company. The Compensation Committee, which consists solely of independent directors, has the primary
responsibility to review and consider any revisions to directors’ compensation.
Director Stock Ownership Guidelines: Since May 2007, the Compensation Committee has instituted the
following stock ownership guidelines to better align our directors’ interests with those of our stockholders:
• Directors must maintain a minimum holding of 10,000 shares of Company stock;
• New directors will have three years to reach the minimum holding level; and
• Notwithstanding the foregoing, directors may sell enough shares to cover their income tax liability on vested
grants.
Annual Fees: In accordance with the recommendation of the Compensation Committee, the Board deter-
mined the non-employee directors’ compensation for fiscal year 2011 as follows:
• $50,000 annual cash retainer
• $15,000 annual fee for committee membership ($20,000 for Audit Committee membership)
• $15,000 annual fee for chairing a committee of the Board ($25,000 for chairing the Audit Committee)
• $30,000 annual fee for the Lead Independent Director
The payment of the annual cash retainer is subject to the terms of the 2000 Director Equity Incentive Plan, as
amended, which allows directors to choose to receive common stock in lieu of cash for all or a portion of the retainer
payable to each director for serving as a member. We pay the annual retainer fee and any additional annual fees to
each director at the beginning of the fiscal year. Directors who join the Company after the beginning of the fiscal
year receive a prorated cash payment in respect of their annual retainer fee and fees. These payments are considered
earned when paid. Accordingly, we do not require them to be repaid in the event a director ceases serving in the
capacity for which he or she was compensated.
Annual Equity Awards. All grants to non-employee directors will be made on a discretionary basis under the
2004 Equity Incentive Plan. Pursuant to a Non-Employee Director Grant Policy adopted by our Board, each non-
employee member of the Board receives an annual award of fully-vested restricted stock awards having a fair
market value on the grant date equal to a pre-determined dollar value, which was $200,000 during fiscal 2011. The
restricted stock awards granted for fiscal year 2011 were granted on May 10, 2010 and are fully vested.
Since the beginning of fiscal year 2007, we have not made option grants to our directors. Option grants made to
our non-employee directors in fiscal 2006 and prior years were subject to a four-year vesting schedule. In the event
of a merger or consolidation in which Symantec is not the surviving corporation or another similar change in control
transaction involving Symantec, all unvested stock option and restricted stock unit awards made to non-employee
directors under the programs described above will accelerate and vest in full.
Symantec stock ownership information for each of our directors is shown under the heading “Security
Ownership of Certain Beneficial Owners and Management” in this proxy statement.
THE BOARD RECOMMENDS A VOTE “FOR” ELECTION OF
EACH OF THE NINE NOMINATED DIRECTORS.
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